<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the quarter ended March 31, 2003

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 333-33572

                        DIAMOND TRIUMPH AUTO GLASS, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            23-2758853
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                220 DIVISION STREET, KINGSTON, PENNSYLVANIA 18704
          (Address, including zip code of principal executive offices)

                                 (570) 287-9915
                     (Telephone number, including area code)

      Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or Section 15(d) of the Securities and Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

      Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2. Yes [ ] No [X]

      As of May 15, 2003, there were 1,011,366 shares outstanding of Diamond's
Common Stock ($.01 par value) and 35,000 shares outstanding of Diamond's Series
A 12% Senior Redeemable Cumulative Preferred Stock ($.01 par value).
<PAGE>
                        DIAMOND TRIUMPH AUTO GLASS, INC.
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2003
                                      INDEX

<TABLE>
<CAPTION>
                                                                                                  Page No.
                                                                                                  --------
<S>      <C>      <C>                                                                             <C>

Part I.  Financial Information

         Item 1.  Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets -
                       March 31, 2003 (unaudited) and December 31, 2002 ..............                3

                  Condensed Consolidated Statements of Operations - Three Months Ended
                       March 31, 2003 and 2002 (unaudited) ...........................                4

                  Condensed Consolidated Statements of Cash Flows - Three Months Ended
                       March 31, 2003 and 2002 (unaudited) ...........................                5

                  Notes to Unaudited Condensed Consolidated Financial Statements .....                6

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations ................................               11

         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk ........................................................               14

         Item 4.  Controls and Procedures ............................................               14

Part II. Other Information

         Item 1.  Legal Proceedings ..................................................               15

         Item 6.  Exhibits and Reports on Form 8-K ...................................               15

                  Signature ..........................................................               16

                  Certifications .....................................................               17
</TABLE>


                                       2
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                                                         March 31, 2003          December 31, 2002
                                                                                         --------------          -----------------
                                                                                           (Unaudited)
<S>                                                                                      <C>                     <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                                 $   6,791                $   2,094
  Accounts receivable, net                                                                     14,259                   11,403
  Other receivables                                                                               516                      349
  Inventories                                                                                  14,756                   15,712
  Prepaid expenses                                                                              2,525                    1,562
  Deferred income taxes                                                                         4,132                    4,277
                                                                                            ---------                ---------
Total current assets                                                                           42,979                   35,397
                                                                                            ---------                ---------
Equipment and leasehold improvements, net                                                       7,636                    8,006
Deferred loan costs and senior notes discount, net                                              3,780                    4,001
Deferred income taxes                                                                          35,642                   35,932
Other assets                                                                                      452                      486
                                                                                            ---------                ---------
Total assets                                                                                $  90,489                $  83,822
                                                                                            =========                =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                                                          $  12,833                $   9,856
  Accrued expenses:
      Payroll and related items                                                                 6,039                    5,729
      Accrued interest                                                                          4,305                    2,155
      Accrued income taxes                                                                        362                      451
      Other                                                                                     1,321                      710
                                                                                            ---------                ---------
 Total accrued expenses                                                                        12,027                    9,045
                                                                                            ---------                ---------
Total current liabilities                                                                      24,860                   18,901
                                                                                            ---------                ---------
Long-term debt:
  Senior notes                                                                                 93,000                   93,000
                                                                                            ---------                ---------
Total long-term debt                                                                           93,000                   93,000
                                                                                            ---------                ---------
    Total liabilities                                                                         117,860                  111,901
                                                                                            ---------                ---------
Series A 12% senior redeemable cumulative preferred stock - par value
      $0.01 per share; authorized 100,000 shares; issued and outstanding
      35,000 shares in 2003 and 2002, at liquidation preference value                          63,214                   61,373
                                                                                            ---------                ---------
Stockholders' equity (deficit):
Common stock, 2003 and 2002 par value $0.01 per share; authorized
      1,100,000 shares; issued and outstanding 1,026,366 shares in 2003 and 2002                   10                       10
Additional paid-in capital                                                                     33,106                   34,947
Deferred compensation                                                                            (334)                    (360)
Retained earnings (accumulated deficit)                                                      (123,067)                (123,749)
Common stock in treasury, at cost, 15,000 shares in 2003 and 2002                                (300)                    (300)
                                                                                            ---------                ---------
    Total stockholders' equity (deficit)                                                      (90,585)                 (89,452)
                                                                                            ---------                ---------
Total liabilities and stockholders' equity (deficit)                                        $  90,489                $  83,822
                                                                                            =========                =========
</TABLE>

            See notes to condensed consolidated financial statements


                                       3
<PAGE>
                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                    Three Months Ended      Three Months Ended
                                                      March 31, 2003          March 31, 2002
                                                      --------------          --------------
<S>                                                 <C>                     <C>
Net sales                                                $ 54,133                $ 48,157
Cost of sales                                              16,237                  13,637
                                                         --------                --------
Gross profit                                               37,896                  34,520
Operating expenses                                         34,395                  31,723
                                                         --------                --------
Income from operations                                      3,501                   2,797
Other (income) expense:
     Interest income                                          (15)                    (61)
     Interest expense                                       2,398                   2,572
                                                         --------                --------
                                                            2,383                   2,511
                                                         --------                --------
Income before provision for income taxes                    1,118                     286
Provision for income taxes                                    436                     120

                                                         --------                --------
Net income                                                    682                     166
Preferred stock dividends                                   1,841                   1,635

                                                         --------                --------
Net loss applicable to common stockholders               ($ 1,159)               ($ 1,469)
                                                         ========                ========
</TABLE>

            See notes to condensed consolidated financial statements


                                       4
<PAGE>
                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                            Three Months Ended     Three Months Ended
                                                              March 31, 2003         March 31, 2002
                                                                  -------                -------
<S>                                                         <C>                    <C>
OPERATING ACTIVITIES
    Net cash provided by operating activities                     $ 5,023                $ 1,514
                                                                  -------                -------
INVESTING ACTIVITIES
    Capital expenditures                                             (382)                (1,217)
    Proceeds from sale of equipment                                    22                     35
    Decrease (increase) in other assets                                34                     (1)
                                                                  -------                -------
Net cash (used in) investing activities                              (326)                (1,183)
                                                                  -------                -------
FINANCING ACTIVITIES
  Deferred loan cost                                                   --                    (50)
                                                                  -------                -------
Net cash provided by (used in) financing activities                    --                    (50)
                                                                  -------                -------
NET INCREASE IN CASH AND CASH EQUIVALENTS                           4,697                    281
Cash and cash equivalents, beginning of period                      2,094                  6,592
                                                                  -------                -------
Cash and cash equivalents, end of period                          $ 6,791                $ 6,873
                                                                  =======                =======
</TABLE>

            See notes to condensed consolidated financial statements


                                       5
<PAGE>
                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                 (Dollars in thousands except per share amounts)

NOTE 1.     SIGNIFICANT ACCOUNTING POLICIES

            These interim financial statements are unaudited but, in the opinion
            of management, reflect all adjustments (consisting only of normal
            recurring adjustments) necessary to present fairly the data for the
            interim periods presented. The interim financial statements should
            be read in conjunction with the audited financial statements and
            notes thereto contained in Diamond's Annual Report on Form 10-K for
            the fiscal year ended December 31, 2002. Diamond's results for
            interim periods are not normally indicative of results to be
            expected for the fiscal year. Weather has historically affected
            Diamond's sales, net income and earnings before interest expense,
            income taxes, depreciation and amortization expense ("EBITDA"), with
            severe weather generating increased sales, net income and EBITDA and
            mild weather resulting in lower sales, net income and EBITDA. In
            addition, Diamond's business is somewhat seasonal, with the first
            and fourth calendar quarters traditionally its slowest periods of
            activity.

            Preferred Stock - At March 31, 2003 and December 31, 2002, the
            liquidation value of the Preferred Stock recorded on Diamond's
            Balance Sheet was $63,214 and $61,373, respectively, which includes
            dividends of $28,214 and $26,373, respectively.

            Long-Term Debt:

            Credit Facility - On March 27, 2000, Diamond entered into a
            revolving credit facility (the "Credit Facility"). The Credit
            Facility has an initial term of four years and provides for
            revolving advances of up to the lesser of: (1) $25,000; (2) the sum
            of 85% of Diamond's Eligible Accounts Receivable (as defined in the
            Credit Facility) plus 85% of Diamond's Eligible Inventory (as
            defined in the Credit Facility), less certain reserves; or (3) an
            amount equal to 1.5 times Diamond's EBITDA (as defined in the Credit
            Facility) for the prior twelve months. A portion of the Credit
            Facility, not to exceed $10,000, is available for the issuance of
            letters of credit, which generally have an initial term of one year
            or less. Diamond had $5,541 in outstanding letters of credit at
            March 31, 2003. Borrowings under the Credit Facility bear interest,
            at Diamond's discretion, at either the Chase Manhattan Bank Rate (as
            defined in the Credit Facility) or LIBOR, plus a margin of 0.75% for
            the Chase Manhattan Rate and 2.50% for the LIBOR Rate. In addition,
            a commitment fee of 0.25% is charged against any unused balance of
            the Credit Facility. Interest rates are subject to increases or
            reductions based upon Diamond meeting certain EBITDA levels. The
            proceeds of the Credit Facility are available for working capital
            requirements and for general corporate purposes. The Credit Facility
            is secured by first priority security interests in all of Diamond's
            tangible and intangible assets. In addition, the Credit Facility
            contains certain restrictive covenants including, among other
            things, the maintenance of a minimum EBITDA of $10,500 level for the
            prior twelve months, as well as restrictions on additional
            indebtedness, dividends and certain other significant transactions.
            Diamond was in compliance with these covenants at March 31, 2003. At
            March 31, 2003, Diamond did not have any borrowings outstanding
            under the Credit Facility.

            Stock Option Plan:

            In September 1998, the Board of Directors and stockholders of the
            Company approved and adopted the Diamond Triumph Auto Glass 1998
            Stock Option Plan (the "1998 Plan"). The 1998 Plan provides for the
            issuance of a total of 30,000 authorized and unissued shares of
            common stock. As of March 31, 2003, the Board of Directors had
            granted 28,225 options to key employees of the Company with an
            exercise price of $20.00 per share, which approximates fair value at
            the date of grant. The options vest evenly over five years and may
            not be exercised until the earlier of (a) 90 days after the
            Company's Common Stock has become publicly traded or (b) 91 days
            prior to the tenth anniversary of the date of the grant. The 1998
            Plan expires in September 2008. No options were granted in 2002 or
            in the three months ended March 31, 2003.

            The Company accounts for its stock option plan under Accounting
            Principles Board Opinion ("APB") No. 25, "Accounting for Stock
            Issued to Employees," under which no compensation cost has been
            recognized for options issued to employees at fair market value on
            the date of grant. In 1995, the Financial Accounting


                                       6

<PAGE>
                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                 (Dollars in thousands except per share amounts)

            Standards Board issued SFAS No. 123, "Accounting for Stock-Based
            Compensation." SFAS No. 123 established a fair value based method of
            accounting for stock-based compensation plans. SFAS No. 123, as
            amended by SFAS No. 148, requires that a company's financial
            statements include certain disclosures about stock-based employee
            compensation arrangement regardless of the method used to account
            for the plan.

            As allowed by SFAS 123, the Company has elected to continue to
            account for its employee stock-based compensation plans under APB
            Opinion No. 25, and adopted only the disclosure requirements of SFAS
            No. 123. Had the Company recognized compensation cost for its stock
            based compensation plans consistent with the provisions of SFAS 123,
            the Company's net income would have been reduced to the following
            pro forma amounts:

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED MARCH 31,
                                                                 --------------------------
                                                                  2003                 2002
                                                                 -----                -----
<S>                                                             <C>                   <C>
Net income                                                       $ 682                $ 166
    As reported
    Add stock-based employee compensation expense                   16                   --
       included in reported net income, net of tax
    Deduct total stock-based employee compensation
       expense determined under fair-value-based
       method for all rewards, net of tax                          (18)                  (2)
                                                                 -----                -----
    Pro forma                                                    $ 680                $ 164
                                                                 -----                -----
</TABLE>

      The fair value of the options granted of $2.84 is estimated using the
Black-Scholes option-pricing model with the following assumptions: risk-free
interest rate of 4.65%, volatility of 0% and expected dividend yield of 0%.

NOTE 2.     RECENT ACCOUNTING PRONOUNCEMENTS

            During June 2002, the Financial Accounting Standards Board ("FASB")
            issued SFAS No. 146, "Accounting for Costs Associated with Exit or
            Disposal Activities." Such Standard requires costs associated with
            exit or disposal activities (including restructurings), to be
            recognized when costs are incurred, rather than at a date of
            commitment to an exit or disposal plan. SFAS No. 146 nullifies
            Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
            Recognition for Certain Employee Termination Benefits and Other
            Costs to Exit an Activity (including Certain Costs Incurred in a
            Restructuring)." Under SFAS No. 146, a liability related to an exit
            or disposal activity is not recognized until such liability has
            actually been incurred whereas under EITF Issue No. 94-3 a liability
            was recognized at the time of a commitment to an exit or disposal
            plan. The provisions of this standard are effective for disposal
            activities initiated after December 31, 2002. The adoption of SFAS
            No. 146 did not have any impact on the financial statements.

            In November 2002, the FASB issued Interpretation No. 45, which
            elaborates on the disclosures to be made by a guarantor in its
            interim and annual financial statements about its obligations under
            guarantees issued. The Interpretation also clarifies that a
            guarantor is required to recognize, at inception of a guarantee, a
            liability for the fair value of the obligation undertaken. The
            initial recognition and measurement provisions of the Interpretation
            are effective for guarantees issued or modified after December 31,
            2002. The disclosure requirements were effective for financial
            statements for interim or annual periods ending after December 15,
            2002. Diamond adopted the initial recognition provisions of
            Interpretation No. 45 in January of 2003. The initial adoption of
            Interpretation No. 45 did not have an initial impact on our results
            of operations or financial positions.


                                       7

<PAGE>
                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                 (Dollars in thousands except per share amounts)

            In December 2002, the FASB issued SFAS No. 148, which amends SFAS
            No. 123, to provide alternative methods of transition for a
            voluntary change to the fair value method of accounting for
            stock-based employee compensation. In addition, SFAS No. 148 amends
            the disclosure requirements of SFAS No. 123 to require prominent
            disclosures in both annual and interim financial statements. Certain
            of the disclosure modifications are required for fiscal years ending
            after December 15, 2002. Diamond has adopted the disclosure
            provisions of SFAS No. 148.

            In January 2003, the FASB issued Interpretation No. 46, which
            addresses the consolidation by business enterprises of variable
            interest entities as defined in the Interpretation. The
            Interpretation applies immediately to variable interest in variable
            interest entities created after January 31, 2003, and to variable
            interests in variable interest entities obtained after January 31,
            2003. The application of this Interpretation did not have any effect
            on the Company's financial statements.

            In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
            133 on Derivative Instruments and Hedging Activities". This
            Statement amends and clarifies financial accounting and reporting
            for derivative instruments, including certain derivative instruments
            embedded in other contracts (collectively referred to as
            derivatives) and for hedging activities under FASB Statement No.
            133, "Accounting for Derivative Instruments and Hedging Activities".
            This Statement is effective, except for certain provisions, for
            contracts entered into or modified after June 30, 2003. Diamond does
            not expect adoption of SFAS No. 149 to have a material impact on its
            financial statements.

NOTE 3.     EXECUTIVE COMPENSATION

            On June 1, 2002, Diamond entered into an employment agreement with
            Norman Harris (the "Executive") pursuant to which Mr. Harris agreed
            to serve as the Chief Executive Officer of Diamond at an annual
            salary of $400 (the "Base Salary"), subject to annual review based
            on Diamond's and the Executive's performance. The employment
            agreement provides for an initial term of four years beginning on
            June 1, 2002 and ending on June 1, 2006. In addition to the Base
            Salary, the Executive is eligible to receive a bonus based upon the
            achievement of certain criteria to be mutually agreed upon by the
            Executive and the Board of Directors of Diamond. The employment
            agreement also contains various severance, non-competition,
            non-solicitation provisions, non-disclosure and assignment of
            inventions provisions.

            On June 1, 2002 (the "Grant Date"), the Executive and Diamond
            entered into a Restricted Stock Agreement (the "Agreement") pursuant
            to which the Executive purchased from Diamond 26,366 shares (the
            "Restricted Shares") of Diamond's common stock, par value $0.01 per
            share, for nominal consideration. The Agreement generally restricts
            the sale or transferability of shares of Common Stock held by the
            Executive before the Restrictions (as defined in the Agreement) have
            lapsed. The Executive has all rights and privileges of a stockholder
            with respect to the Restricted Shares, including voting rights and
            the right to receive dividends paid with respect to the Restricted
            Shares. Generally, the Restricted Shares vest and the Restrictions
            lapse: (i) with respect to 20% of the Restricted Shares on the Grant
            Date; and (ii) with respect to 20% of the Restricted Shares on each
            subsequent anniversary of the Grant Date until the Restricted Shares
            are fully vested. Compensation expense, unearned restricted stock
            compensation, and proceeds from common stock issued have been
            recognized based on the vesting periods and an estimated fair market
            value of $20 per share.

NOTE 4.     LEGAL PROCEEDINGS

            On May 2, 2002, Diamond filed an amended Complaint with the United
            States District Court, Middle District of Pennsylvania against
            Safelite Glass Corporation (the "Defendant"). Diamond alleges, among
            other things, that the Defendant's conduct as (i) an operator of
            national telephone call centers which takes first notice of loss
            calls from insureds of several of the largest automobile insurers in
            the United States (the "Insurers"); (ii) a provider of various
            claims processing services to the Insurers as a third-party
            administrator; and (iii) an operator of a network of retail repair
            and replacement facilities who perform


                                       8

<PAGE>
                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                 (Dollars in thousands except per share amounts)

            work for the Insurers as Safelite affiliates, violated certain
            federal and state laws and give rise to other legal and equitable
            claims against the Defendant. Diamond alleges that the Defendant
            engaged in various practices designed to divert customers away from
            Diamond to the Defendant, and that Diamond has suffered damages as a
            result of this conduct in an amount to be determined at trial.

            On November 1, 2002, the Defendant filed a counter claim against
            Diamond, alleging, among other things, that Diamond has engaged and
            continues to engage in publishing certain false and defamatory
            statements about the Defendant to automobile insurance companies
            that are the Defendant's clients. Defendant alleges that this
            alleged conduct has injured the Defendant's goodwill and business
            reputation with its insurance clients and in the autoglass repair
            and replacement industry. Among other things, the Defendant is
            seeking damages in an amount to be determined at trial.

            On February 3, 2003, Delbert Rice and Kenneth E. Springfield, Jr.,
            on behalf of themselves and all others similarly situated (the
            "Plaintiffs"), filed a class action Complaint in the Court of Common
            Pleas of Luzerne County against Diamond. Plaintiffs allege, among
            other things, Diamond violated certain sections of the Pennsylvania
            Unfair Trade Practices and Consumer Protection Law and common law.
            Plaintiffs allege that this alleged conduct has caused monetary
            damages to Plaintiffs. Among other things, Plaintiffs are seeking
            damages in an amount to be determined at trial. Diamond believes
            Plaintiffs' allegations are without merit and plans to vigorously
            contest this complaint.

            The Company is involved in various claims and legal actions arising
            in the ordinary course of business. In the opinion of management,
            the ultimate disposition of these matters will not have a material
            adverse effect on the Company's financials, results of operations or
            liquidity. No amounts have been recorded in the consolidated
            financial statements for any of these legal actions.

NOTE 5.     INCOME TAXES

            As disclosed in the Company's 10-K for the year ended December 31,
            2002, on February 20, 2002 the Internal Revenue Service issued a
            notice of proposed adjustments, which included disallowance of
            Diamond's tax deductible goodwill from Diamond's March 31, 1998
            Recapitalization Transaction (as defined in the Company's 10-K for
            the year ended December 31, 2002).

            The proposed adjustments by the Internal Revenue Service would
            result in $7.3 million of federal tax deficiencies owed by Diamond
            for the period December 31, 1998 through December 31, 2002, plus
            possible interest and penalties and any resultant increases in
            current state tax expense for this period. Additionally, the
            deferred tax asset established in 1998 would be eliminated, as well
            as net operating loss carryforwards from previous deductions of the
            tax goodwill. The carrying amount of these assets at December 31,
            2002 is approximately $36.5 million. In addition, Diamond would be
            responsible to fund a current federal tax liability for the three
            months ended March 31, 2003 of approximately $0.4 million plus
            possible interest and penalties, and any resulting increases in
            current state tax expense for 2003.

            Diamond continues to strongly believe that the Transaction was
            properly accounted for and plans to appeal the Internal Revenue
            Service's proposed adjustment. If such appeal were ultimately
            unsuccessful, the Internal Revenue Service's proposed adjustment
            would have a material adverse affect on Diamond's liquidity, cash
            flows, balance sheet and results of operations.

Note 6.     CONTINGENT GUARANTEED COMMITMENTS

            Diamond leases certain vehicles under operating leases having lease
            terms of 367 days. The leases have monthly renewal options. The
            vehicle lease agreement provides for terminal lease payment for
            guaranteed residual values reduced by actual proceeds from the
            vehicle sale in the event the lease is not renewed. The contingent
            guaranteed residual value payment commitment was $9,809 at March 31,
            2003. No amounts have been accrued for related to this contingent
            obligation because Diamond does not believe it is probable that the
            payments will be required.



                                       9

<PAGE>
NOTE 7.     SUBSEQUENT EVENTS

            Diamond repurchased $11,042 principal amount of its senior notes in
            open market transactions during April and May of 2003 resulting in
            an aggregate financial statement gain.




                                       10
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

            RESULTS OF OPERATIONS

            The following table summarizes Diamond's historical results of
            operations and historical results of operations as a percentage of
            sales for the three months ended March 31, 2003 and 2002.

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED MARCH 31,
                                                       ------------------------------------------------------------------
                                                                  2003                                   2002
                                                       -------------------------               --------------------------
                                                         $                   %                   $                    %
                                                       -----               -----               -----                -----
                                                                             (DOLLARS IN MILLIONS)
<S>                                                    <C>                 <C>                 <C>                  <C>
Net Sales                                               54.1               100.0                48.2                100.0
Cost of Sales                                           16.2                29.9                13.7                 28.4
                                                       -----               -----               -----                -----
Gross Profit                                            37.9                70.1                34.5                 71.6
Operating Expenses                                      34.4                63.6                31.7                 65.8
                                                       -----               -----               -----                -----
Income From Operations                                   3.5                 6.5                 2.8                  5.8
Interest Income                                           --                  --                (0.1)                (0.2)
Interest Expense                                         2.4                 4.4                 2.6                  5.4
                                                       -----               -----               -----                -----
                                                         2.4                 4.4                 2.5                  5.2
                                                       -----               -----               -----                -----
Income before provision for income taxes                 1.1                 2.0                 0.3                  0.6
Provision (Benefit) for income taxes                     0.4                 0.7                 0.1                  0.2
                                                       -----               -----               -----                -----
Net income                                               0.7                 1.3                 0.2                  0.4
                                                       =====               =====               =====                =====
EBITDA (1)                                               4.3                 7.9                 3.5                  7.3
                                                       -----               -----               -----                -----
</TABLE>

            (1) EBITDA is defined as earnings before interest expense, taxes,
            depreciation and amortization, which for Diamond is income from
            operations plus depreciation and amortization and interest income.
            EBITDA is not a measurement of financial performance under
            accounting principles generally accepted in the United States of
            America, or GAAP, and should not be considered in isolation or as an
            alternative to income from operations, net income, cash flows from
            operating activities or any other measure of performance or
            liquidity derived in accordance with GAAP. EBITDA is presented
            because Diamond believes it is an indicative measure of its
            operating performance and its ability to meet its debt service
            requirements and is used by investors and analysts to evaluate
            companies in its industry as a supplement to GAAP measures

            Not all companies calculate EBITDA using the same methods;
            therefore, the EBITDA figures set forth herein may not be comparable
            to EBITDA reported by other companies. A substantial portion of
            Diamond's EBITDA must be dedicated to the payment of interest on its
            outstanding indebtedness and to service other commitments, thereby
            reducing the funds available to Diamond for other purposes.
            Accordingly, EBITDA does not represent an amount of funds that is
            available for management's discretionary use.

<TABLE>
<CAPTION>
                                          Three Months Ended March 31,
                                            -----------------------
                                            2003               2002
                                            ----               ----
                                             (dollars in millions)
<S>                                       <C>                  <C>
Income from operations                      $3.5               $2.8
Depreciation and amortization                0.8                0.6
Interest Income                              0.0                0.1
                                            ----               ----
     EBITDA                                 $4.3               $3.5
                                            ====               ====
</TABLE>


                                       11
<PAGE>
            THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED
            MARCH 31, 2002

                  Net Sales. Net sales for the three-month period ended March
            31, 2003 increased 12.4% to $54.1 million from $48.2 million as
            compared to the three-month period ended March 31, 2002.
            Installation units sold through March 31, 2003 increased 14.8%
            compared to the three-month period ended March 31, 2002. Diamond's
            revenue per installation unit for the three-month period ended March
            31, 2003 was 1.8% below the three-month period ended March 31, 2002
            revenue per installation unit. The increase in sales and
            installation units is primarily due to the increase in demand due to
            harsh winter weather conditions. The decrease in revenue per
            installation unit is primarily due to a series of price changes made
            to the list prices developed by the National Auto Glass
            Specifications ("NAGS"), an independent third party. These price
            changes, effective January 2003, have resulted in a 4% to 5%
            decrease in overall list prices.

                  Gross Profit. Gross profit was $37.9 million for the three
            months ended March 31, 2003 and $34.5 million for the three months
            ended March 31, 2002. Gross profit decreased as a percentage of
            sales to 70.1% for the three months ended March 31, 2003 from 71.6%
            for the three months ended March 31, 2002. The decrease in gross
            profit percentage is due to a decrease in average revenue per
            installation unit and an increase in average cost per installation
            unit.

                  Operating Expenses. Operating expenses increased $2.6 million,
            or 8.3%,compared to the three-month period ended March 31, 2002.
            Approximately $1.1 million of increased operating expense is
            directly related to expansion in service centers, primarily for
            wages and wage related expenses, advertisement and promotional
            expenses and occupancy costs. The increase in operating expenses was
            also due to an increase in wages and wage related expense, primarily
            at the service centers, due to an increase in unit demand and to
            general wage increases, an increase in insurance expense due to
            rising insurance premiums, an increase in advertisement and
            promotional expenses and an increase in vehicle fuel costs due to
            rising prices and increased consumption. We also experienced an
            increase in vehicle lease expense due to an increase in fleet size
            to support expansion and continued replacement of owned vehicles
            with leased vehicles. These increases were partially offset by
            savings in office supplies, professional fees, shop maintenance,
            telephone and vehicle maintenance expense categories.

                  Depreciation and amortization expense increased by $0.2
            million to $0.8 million for the three-month period ended March 31,
            2003 from $0.6 million for the three-month period ended March 31,
            2002. This increase was primarily due to increased depreciation and
            amortization expense related to certain sales, billing and financial
            system software and computer hardware. This increase was partially
            offset by a decrease in expense due to the increased use of a master
            fleet leasing program for the lease of mobile installation and
            distribution service vehicles.

                  Income From Operations. Income from operations for the three
            months ended March 31, 2003 increased by $0.7 million, or 25.2%, to
            $3.5 million from $2.8 million for the three months ended March 31,
            2002. This increase was primarily due to the increase in revenue as
            discussed above.

                  Interest Expense. Interest expense for the three months ended
            March 31, 2003 decreased $0.2 million, or 6.8%, to $2.4 million from
            $2.6 million for the three months ended March 31, 2002. The decrease
            was a direct result from reduced interest expense realized by the
            repurchase of $7.0 million in senior notes in December 2002.

                  Net Income. Net income for the three months ended March 31,
            2003 increased by $0.5 million to $0.7 million from $0.2 million for
            the three months ended March 31, 2002. Net income as a percentage of
            sales increased 0.9% for the three months ended March 31, 2003
            compared to the three months ended March 31, 2002. The increase in
            net income and net income margin during the three months ended March
            31, 2003 compared to the three months ended March 31, 2002 was
            primarily due to the impact of increased sales discussed above.

                  EBITDA. EBITDA for the three months ended March 31, 2003
            increased by $0.8 million, or 21.3%, to $4.3 million from $3.5
            million for the three months ended March 31, 2002. EBITDA as a
            percentage of sales increased to 7.9% for the three months ended
            March 31, 2003 from 7.3% for the three


                                       12
<PAGE>
            months ended March 31, 2002. The increase in EBITDA for the three
            months ended March 31, 2003 was primarily due to the increase in
            sales as discussed above.

            LIQUIDITY AND CAPITAL RESOURCES

                  Diamond's need for liquidity will arise primarily from the
            interest payable on its 9-1/4% Senior Notes (the "Notes"), its
            Credit Facility and the funding of Diamond's capital expenditures
            and working capital requirements. There are no mandatory principal
            payments on the Notes prior to their maturity on April 1, 2008 and,
            except to the extent that the amount outstanding under the Credit
            Facility exceeds the borrowing base, no required payments of
            principal on the Credit Facility prior to its expiration on March
            27, 2004.

                  Net Cash Provided by Operating Activities. Net cash provided
            by operating activities for the three months ended March 31, 2003
            increased by $3.5 million to $5.0 million from $1.5 million for the
            three months ended March 31, 2002. The change was primarily
            attributable to an increase in Diamond's net earnings, as well as an
            increase in accounts payable and a decrease in inventories, which
            were partially offset by an increase in receivables, prepaid
            expenses and a decrease in accrued expenses.

                  Net Cash Used in Investing Activities. Net cash used in
            investing activities for the three months ended March 31, 2003
            decreased $0.9 million to $0.3 million from $1.2 million used in
            investing activities for the three months ended March 31, 2002. The
            primary reason for the variance was a decrease in capital
            expenditures.

                Net Cash Used in Financing Activities. Net cash used in
            financing activities for the three months ended March 31, 2003 was
            $0.0 million compared to $0.1 million used in financing activities
            in the three months ended March 31, 2002. The primary reason for
            this decrease in cash used by financing activities was due to the
            timing of funding of certain debt maintenance cost during the three
            months ended March 31, 2003.

                Capital Expenditures. Capital expenditures for the three months
            ended March 31, 2003 were $0.4 million, as compared to $1.2 million
            for the three months ended March 31, 2002. The decrease is due to
            the higher costs incurred during the three months ended March 31,
            2002 related to the continued upgrade of Diamond's management
            information systems.

                  Liquidity. Management believes that Diamond will have adequate
            capital resources and liquidity to satisfy its debt service
            obligations, working capital needs and capital expenditure
            requirements, including those related to the opening of new service
            centers and distribution centers for the foreseeable future.
            Diamond's capital resources and liquidity are expected to be
            provided by Diamond's net cash provided by operating activities and
            borrowings under the Credit Facility. See " -- Notes to Financial
            Statements - Note 5 - Income Tax" for a discussion of the Internal
            Revenue Service's proposed adjustments with respect to Diamond's tax
            treatment of its Recapitalization Transaction (as defined in the
            Company's 10-K for the year ended December 31, 2002).

            ACCOUNTING STANDARDS NOT YET ADOPTED

            In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
            133 on Derivative Instruments and Hedging Activities". This
            Statement amends and clarifies financial accounting and reporting
            for derivative instruments, including certain derivative instruments
            embedded in other contracts (collectively referred to as
            derivatives) and for hedging activities under FASB Statement No.
            133, "Accounting for Derivative Instruments and Hedging Activities".
            This Statement is effective, except for certain provisions, for
            contracts entered into or modified after June 30, 2003. Diamond does
            not expect adoption of SFAS No. 149 to have a material impact on its
            financial statements.


                                       13
<PAGE>
ITEM 3      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

            Diamond has a revolving Credit Facility that provides for revolving
            advances of up to $25.0 million, and matures in March 2004.
            Borrowings under the Credit Facility bear interest, at Diamond's
            discretion, at either the Chase Manhattan Bank Rate (as defined in
            the Credit Facility) or LIBOR, plus a margin of 0.75% for the Chase
            Manhattan Rate and 2.50% for the LIBOR Rate. In addition, a
            commitment fee of 0.25% is charged against any unused balance of the
            Credit Facility. Interest rates are subject to increases or
            reductions based upon Diamond meeting certain EBITDA levels. At
            March 31, 2003, Diamond did not have any borrowings outstanding
            under the Credit Facility.

            FORWARD-LOOKING STATEMENTS

                  Readers are cautioned that there are statements contained in
            this report which are "forward-looking" statements within the
            meaning of the Private Securities Litigation Reform Act of 1995 (the
            "Act"). Forward-looking statements include statements which are
            predictive in nature, which depend upon or refer to future events or
            conditions, which include words such as "expects," "anticipates,"
            "intends," "plans," "believes," "will," "estimates," or similar
            expressions. In addition, any statements concerning future financial
            performance (including future revenues, earnings or growth rates),
            ongoing business strategies or prospects, and possible future
            actions, which may be provided by management, are also
            forward-looking statements as defined by the Act. Forward-looking
            statements are based on current expectations and projections about
            future events and are subject to risks, uncertainties, and
            assumptions about Diamond, economic and market factors and the
            industries in which Diamond does business, among other things. These
            statements are not guarantees of future performance and Diamond has
            no specific intention to update these statements.

                  These forward-looking statements, like any forward-looking
            statements, involve risks and uncertainties that could cause actual
            results to differ materially from those projected or anticipated.
            The risks and uncertainties include the effect of overall economic
            and business conditions, the demand for Diamond's products and
            services, regulatory uncertainties, the impact of competitive
            products and pricing, changes in customers' ordering patterns and
            potential system interruptions. This list should not be construed as
            exhaustive. Our annual report on Form 10-K in respect of the fiscal
            year ended December 31, 2002 discusses certain of these risks and
            uncertainties under the caption "Factors Affecting Future
            Performance."

ITEM 4      CONTROLS AND PROCEDURES

                  The Company maintains disclosure controls and procedures that
            are designed to ensure that information required to be disclosed in
            the Company's Exchange Act reports is recorded, processed,
            summarized and reported within the time periods specified in the
            SEC's rules and forms, and that such information is accumulated and
            communicated to the Company's management, including its Chief
            Executive Officer and Chief Financial Officer, as appropriate, to
            allow timely decisions regarding required disclosure. In designing
            and evaluating the disclosure controls and procedures, management
            recognized that any controls and procedures, no matter how well
            designed and operated, can provide only reasonable assurance of
            achieving the desired control objectives, and management necessarily
            was required to apply its judgment in evaluating the cost-benefit
            relationship of possible controls and procedures.

                  Within 90 days prior to the date of this report, the Company
            carried out an evaluation, under the supervision and with the
            participation of the Company's management, including the Company's
            Chief Executive Officer and the Company's Chief Financial Officer,
            of the effectiveness of the design and operation of the Company's
            disclosure controls and procedures. Based on the foregoing, the
            Company's Chief Executive Officer and Chief Financial Officer
            concluded that the Company's disclosure controls and procedures were
            effective.

                  There have been no significant changes in the Company's
            internal controls or in other factors that could significantly
            affect the internal controls subsequent to the date the Company
            completed its evaluation.


                                       14
<PAGE>
                                     PART II

                                OTHER INFORMATION

      ITEM 1.     LEGAL PROCEEDINGS

            On May 2, 2002, Diamond filed an amended Complaint with the United
      States District Court, Middle District of Pennsylvania against Safelite
      Glass Corporation (the "Defendant"). Diamond alleges, among other things,
      that the Defendant's conduct as (i) an operator of national telephone call
      centers which takes first notice of loss calls from insureds of several of
      the largest automobile insurers in the United States (the "Insurers");
      (ii) a provider of various claims processing services to the Insurers as a
      third-party administrator and; (iii) an operator of a network of retail
      repair and replacement facilities who perform work for the Insurers as
      Safelite affiliates, violated certain federal and state laws and give rise
      to other legal and equitable claims against the Defendant. Diamond alleges
      that the Defendant engaged in various practices designed to divert
      customers away from Diamond to the Defendant, and that Diamond has
      suffered damages as a result of this conduct in an amount to be determined
      at trial.

            On November 1, 2002, the Defendant filed a counter claim against
      Diamond, alleging, among other things, that Diamond has engaged and
      continues to engage in publishing certain false and defamatory statements
      about the Defendant to automobile insurance companies that are the
      Defendant's clients. Defendant alleges that this alleged conduct has
      injured the Defendant's goodwill and business reputation with its
      insurance clients and in the autoglass repair and replacement industry.
      Among other things, the Defendant is seeking damages in an amount to be
      determined at trial.

            On February 3, 2003, Delbert Rice and Kenneth E. Springfield, Jr.,
      on behalf of themselves and all others similarly situated (the
      "Plaintiffs"), filed a class action Complaint in the Court of Common Pleas
      of Luzerne County against Diamond. Plaintiffs allege, among other things,
      Diamond violated certain sections of the Pennsylvania Unfair Trade
      Practices and Consumer Protection Law and common law. Plaintiffs allege
      that this alleged conduct has caused monetary damages to Plaintiffs. Among
      other things, Plaintiffs are seeking damages in an amount to be determined
      at trial. Diamond believes Plaintiffs' allegations are without merit and
      plans to vigorously contest this complaint.

            The Company is involved in various claims and legal actions arising
      in the ordinary course of business. In the opinion of management, the
      ultimate disposition of these matters will not have a material adverse
      effect on the Company's financials, results of operations or liquidity. No
      amounts have been recorded in the consolidated financial statements for
      any of these legal actions.

      ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

      (a)         EXHIBITS

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                           DESCRIPTION
     ------                           -----------
<S>               <C>
      99.1        Certification Pursuant to 18 U.S.C. Section 1350, as created
                  by Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

      (b)         REPORTS ON FORM 8-K

                  Form 8-K filed on April 2, 2003, reporting that Diamond
                  Triumph Auto Glass, Inc. issued a press release announcing its
                  operating and financial results for the year ended December
                  31, 2002.

                  Form 8-K filed on April 9, 2003, reporting that Diamond
                  Triumph Auto Glass, Inc. held a teleconference following the
                  announcement of its operating and financial results for the
                  year ended December 31, 2002.


                                       15
<PAGE>
                                    SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.


                               DIAMOND TRIUMPH AUTO GLASS, INC.



    Date: May 15, 2003         By:  /s/  Michael A. Sumsky
                                   ----------------------------------------
                                   Name:  Michael A. Sumsky
                                   Title: President,
                                          Chief Financial Officer and General
                                          Counsel (Principal Financial and Chief
                                          Accounting Officer)


                                       16
<PAGE>
 I, Norman Harris, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Diamond Triumph Auto
      Glass, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of material fact or omit to state a material fact necessary in
      order to make the statement made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which the
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

          Date: May 15, 2003                     By: /s/  Norman Harris
                                                     ---------------------------
                                                     Chief Executive Officer


                                       17
<PAGE>
I, Michael A. Sumsky, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Diamond Triumph Auto
      Glass, Inc;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of material fact or omit to state a material fact necessary in
      order to make the statement made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report.

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which the
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

      a.    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b.    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

          Date: May 15, 2003                     By: /s/  Michael A. Sumsky
                                                     ---------------------------
                                                     Chief Financial Officer


                                       18